AMENDED AND RESTATED SHAREHOLDER VOTING AGREEMENT
EXHIBIT 10.3
This AMENDED AND RESTATED SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2020, by and among AIM Bancshares, Inc., a Texas corporation (“AIM”),
AimBank, a Texas state-chartered bank and wholly owned subsidiary of AIM (“AimBank”), Heartland Financial USA, Inc., a Delaware corporation (“Heartland”), First Bank &
Trust, a Texas state-chartered bank and wholly owned subsidiary of Heartland (“FB&T”), and certain holders of Common Stock (as such term is defined in the Recitals) (referred to herein individually as a “Shareholder” and collectively as the “Shareholders”).
RECITALS
WHEREAS, AIM, Heartland, and the Shareholders
previously entered into that Shareholder Voting Agreement as of February 11, 2020 (the “Prior Shareholder Voting Agreement”), pursuant to which the Shareholders
agreed to vote their Shares in favor that Agreement and Plan of Merger dated as of February 11, 2020, by and between Heartland and AIM, which provided for the merger of AIM with and into Heartland.
WHEREAS, AIM, AimBank, Heartland, FB&T, and the
Shareholders desire to amend and restate the Prior Shareholder Voting Agreement pursuant to and in accordance with the terms and conditions set forth in this Agreement.
WHEREAS, AIM and AimBank previously entered into an
Agreement and Plan of Merger dated as of September 22, 2020 (the “Aim Merger Agreement”) providing for the merger of AIM with and into AimBank (the “AIM Merger”).
WHEREAS, concurrently with the execution and
delivery hereof, AIM, AimBank, Heartland, FB&T, and Xxxxxxx X. Xxxx, solely in his capacity as the representative of the AIM Shareholders (the “Shareholder
Representative”), are entering into an Amended and Restated Agreement and Plan of Merger (as it may be amended from time to time pursuant to the terms thereof, the “Bank Merger Agreement”), which provides for the merger of AimBank with and into FB&T (the “Bank Merger”) immediately following the AIM Merger.
WHEREAS, each Shareholder is the beneficial owner
(as such term is defined in Rule 13d‑3 under the Securities Exchange Act of 1934, as amended) of the number of shares of common stock, par value $100.00 per share (“Common
Stock”), of AIM as is indicated on the signature pages of this Agreement.
WHEREAS, in consideration of the execution and
delivery of the Bank Merger Agreement by Heartland and FB&T, the Shareholders desire to agree to vote the Shares (as such term is defined in Section 1) over which such Shareholders have voting power so as to facilitate the consummation of the AIM
Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto hereby agree as follows:
1.
Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Bank
Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:
“Constructive Sale” means, with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting
derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the
economic benefits and risks of ownership.
“Expiration Date” means the earlier to occur of (i) such date and time as the Bank Merger Agreement shall have been validly terminated pursuant to the
terms of Article 8 thereof or (ii) the Closing Date.
“Shares” means (i) all shares of Common Stock owned, beneficially or of record, by a Shareholder as of the date hereof, and (ii) all additional shares
of Common Stock acquired by a Shareholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date. For avoidance of doubt, “Shares” shall include any shares
of Common Stock owned indirectly by a Shareholder through the KSOP.
“Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant,
creation or sufferage of an Encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession or otherwise by operation of Law) or any
right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the
offer to make such a sale, transfer, Constructive Sale or other disposition, and each Contract or other arrangement to effect any of the foregoing.
2.
Transfer Restrictions. At all times during the period commencing with the execution and delivery of this Agreement and expiring
on the Expiration Date, no Shareholder shall, except in connection with the AIM Merger and the Bank Merger or as the result of the death of such Shareholder, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into a Contract or
other arrangement with respect thereto, unless each Person to which any of such Shares, or any interest in any of such Shares, is or may be Transferred shall have: (i) executed a counterpart of this Agreement, and (ii) agreed in writing to hold such
Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement.
3.
Right to Vote.
(a)
As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the AIM Shareholder Meeting, which,
for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, each Shareholder has full legal power, authority and right to vote all of the Shares then owned
of record or beneficially by such Shareholder, in favor of the approval and authorization of the AIM Merger, the AIM Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”) without the
consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, no Shareholder has entered into any voting agreement (other than this Agreement and the Prior Shareholder Voting
Agreement) with any Person with respect to any of the Shares, granted any Person or any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares (other than pursuant to the Prior Shareholder Voting Agreement), deposited
any of the Shares in a voting trust or entered into any Contract or other arrangement with any Person limiting or affecting such Shareholder’s legal power, authority or right to vote the Shares on any matter. If a Shareholder is the beneficial
owner, but not the record holder, of the Shares, such Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in favor of the approval of the Proposed Transaction.
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(b)
From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction,
no Shareholder will commit any act that could restrict or otherwise affect such Shareholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by such Shareholder. Without limiting the generality of the
foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, no Shareholder will enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy
(revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any Contract or other arrangement with any Person limiting or affecting such Shareholder’s legal
power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.
4.
Agreement to Vote Shares.
(a)
Prior to the Expiration Date, at any meeting of the holders of Common Stock called, and at every adjournment or postponement thereof, each
Shareholder shall appear at the meeting or otherwise cause such Shareholder’s Shares to be present thereat for purposes of establishing a quorum and vote (i) in favor of approval of the Proposed Transaction, (ii) against the approval or adoption of
any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving any
AIM Entity other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of any AIM Entity; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of any AIM Entity; or
(D) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”).
(b)
Notwithstanding any other provision of this Agreement, no Shareholder will be required to vote in favor of the Proposed Transaction (nor
will the irrevocable proxy apply) at any meeting of the holders of Common Stock, if, and only if, AIM, AimBank, Heartland, FB&T, and the Shareholder Representative amend the Bank Merger Agreement in any manner that is adverse in any material
respect to such Shareholder.
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5.
Grant of Irrevocable Proxy.
(a)
Each Shareholder hereby irrevocably (to the fullest extent permitted by Law) grants to, and appoints, Heartland and each of its executive
officers and any of them, in their capacities as executive officers of Heartland, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to vote
the Shares, to instruct nominees or record holders to vote the Shares held by such Shareholder at the AIM Shareholder Meeting, and at every adjournment or postponement thereof or grant a consent or approval in respect of such Shares, in favor of
approval of the Proposed Transaction.
(b)
Each Shareholder represents that any proxies heretofore given in respect of such Shareholder’s Shares that may still be in effect are not
irrevocable, and that any such proxies are hereby revoked.
(c)
Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Bank
Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under
no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
(d)
The attorneys and proxies named in Section 5(a) may not exercise this irrevocable proxy to vote on any matter except as provided above.
Each Shareholder may vote the Shares held by such Shareholder on all other matters.
6.
No Solicitation. No Shareholder, in such Shareholder’s capacity as a Shareholder, shall directly or indirectly, (i) solicit,
initiate, encourage, induce or facilitate the making, submission or announcement of any Competing Transaction or take any action that could reasonably be expected to lead to a Competing Transaction, (ii) furnish any information regarding any AIM
Entity to any Person in connection with or in response to a Competing Transaction or an inquiry or indication of interest that could reasonably be expected to lead to a Competing Transaction, (iii) engage in discussions or negotiations with any
Person with respect to any Competing Transaction, (iv) approve, endorse or recommend any Competing Transaction or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Competing
Transaction.
7.
Action in Shareholder Capacity Only. No Shareholder is making any agreement or understanding herein as a director of AIM. Each
Shareholder is signing solely in such Shareholder’s capacity as a record holder and beneficial owner of Shares, and nothing herein shall limit or affect any actions taken in such Shareholder’s capacity as a director of AIM or AimBank.
8.
Additional Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Heartland as
follows: (i) the Shareholder is the beneficial or record owner of the Shares indicated on the signature page of this Agreement free and clear of any and all Encumbrances; (ii) the Shareholder does not beneficially own any securities of AIM other than
the Shares set forth on the signature page of this Agreement and options to acquire shares of Common Stock; (iii) the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable
proxy as set forth in Section 5; (iv) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement of the Shareholder enforceable against such Shareholder in accordance with its
terms; and (v) the execution and delivery of this Agreement and the performance by the Shareholder of such Shareholder’s agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default
under any term of any Contract, Governmental Order, Law or arrangement to which the Shareholder is a party or by which the Shareholder (or any of such Shareholder’s assets) is bound, except for any such breach, violation, conflict or default which,
individually or in the aggregate, would not impair or adversely affect the Shareholder’s ability to perform such Shareholder’s obligations under this Agreement or render inaccurate any of the representations and warranties made by such Shareholder
herein.
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9.
Exchange of Shares; Waiver of Rights of Appraisal; Regulatory Approvals. If the AIM Merger is consummated, the Shares shall,
pursuant to the terms of the AIM Merger Agreement, be exchanged for the consideration provided in the AIM Merger Agreement. Each Shareholder hereby waives any rights to demand appraisal or purchase of such Shareholder’s Shares at fair market value
as a result of the AIM Merger, or rights to dissent from the AIM Merger, that such Shareholder may have. Each of the provisions of this Agreement is subject to compliance with applicable regulatory conditions and receipt of any required Governmental
Authorization.
10.
Confidentiality. Each Shareholder recognizes that successful consummation of the transactions contemplated by the AIM Merger
Agreement and the Bank Merger Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, each Shareholder hereby agrees not to disclose or discuss such
matters with any Person not a party to this Agreement (other than such Shareholder’s counsel and advisors, if any) without the prior written consent of Heartland and AIM, except for disclosures that Shareholder’s counsel advises are necessary in
order to fulfill any Law, in which event Shareholder shall give notice of such disclosure to Heartland and AIM as promptly as practicable so as to enable Heartland and AIM to seek a protective order from a court of competent jurisdiction with respect
thereto.
11.
Termination. This Agreement shall terminate and be of no further force or effect whatsoever as of the Expiration Date.
12.
Miscellaneous Provisions.
(a)
Amendments, Modifications and Waivers. No amendment, modification or waiver in respect of this Agreement shall be effective against
any party unless it shall be in writing and signed by Heartland, AIM and the Shareholder against which it is enforced.
(b)
Entire Agreement. This Agreement, the AIM Merger Agreement, and the Bank Merger Agreement constitute the entire agreement among the
parties to this Agreement, and supersede all other prior agreements and understandings, and representations and warranties, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof, including
the Prior Shareholder Voting Agreement.
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(c)
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas, regardless of
the Laws that might otherwise govern under applicable principles of conflicts of Law thereof.
(d)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN
THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(e)
Attorneys’ Fees. In any action at Law or suit in equity to enforce this Agreement or the
rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.
(f)
Assignment and Successors. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, including, without limitation, each Shareholder’s estate upon the death of such Shareholder, provided that, except as otherwise specifically provided herein, neither this Agreement
nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the parties hereto without prior written consent of the other parties hereto, except as expressly contemplated by Section 2, and except that Heartland,
without obtaining the consent of any other party hereto, shall be entitled to assign this Agreement or all or any of its rights or obligations hereunder to any one or more Affiliates of Heartland, but no assignment by Heartland under this Section
12(f) shall relieve Heartland of its obligations under this Agreement. Any assignment in violation of the foregoing shall be void and of no effect.
(g)
No Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the
parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(h)
Cooperation. Each Shareholder agrees to cooperate fully with AIM, AimBank, Heartland, and FB&T and to execute and deliver such
further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by AIM, AimBank, Heartland, or FB&T to evidence or reflect the transactions contemplated by this Agreement and to carry out
the intent and purpose of this Agreement. Each Shareholder agrees that AIM, AimBank, Heartland, and FB&T may publish and disclose in the Proxy Statement/Prospectus such Shareholder’s identity and ownership of any Shares and the nature of such
Shareholder’s commitments, arrangements and understandings under this Agreement.
(i)
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
(j)
Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
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(k)
Specific Performance; Injunctive Relief. The parties hereto acknowledge that AIM, AimBank, Heartland, and FB&T shall be
irreparably harmed and that there shall be no adequate remedy at Law for a violation of any of the covenants or agreements of any Shareholder set forth in this Agreement. Therefore, each Shareholder hereby agrees that, in addition to any other
remedies that may be available to AIM, AimBank, Heartland, or FB&T, as applicable, upon any such violation, AIM, AimBank, Heartland, or FB&T shall have the right to enforce such covenants and agreements by specific performance, injunctive
relief or by any other means available to such party at Law or in equity without posting any bond or other undertaking.
(l)
Notices. All notices, consents, requests, claims, demands and other communications under this Agreement shall be in writing and
shall be deemed given if (a) delivered to the appropriate address by hand or overnight courier (providing proof of delivery), or (b) sent by e-mail with confirmation of transmission by the transmitting equipment confirmed with a copy delivered as
provided in clause (a), in each case to the parties at the following address or e-mail address (or at such other address or e-mail address for a party as shall be specified by like notice): (i) if to AIM, AimBank, Heartland, or FB&T, to the
address or e-mail address provided in the Bank Merger Agreement, including to the persons designated therein to receive copies thereof; and (ii) if to a Shareholder, to such Shareholder’s address or e-mail address shown below such Shareholder’s
signature on the signature pages hereof.
(m)
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which
shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties; it being understood that all parties need not sign the same counterpart.
(n)
Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of
this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
(o)
Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of
construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.
(p)
Several and Not Joint. Each of the Shareholders makes the representations, warranties and agreements contained herein individually
and severally and not jointly with any other Shareholder or Person.
[The remainder of this page is intentionally blank.]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.
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HEARTLAND:
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HEARTLAND FINANCIAL USA, INC.
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By:
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/s/ Xxxx X. Xxxxxx
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Name:
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Xxxx X. Xxxxxx
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Title:
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Executive Operating Chairman
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FB&T:
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FIRST BANK & TRUST.
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By:
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/s/ Xxxxx X. Xxx
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Name:
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Xxxxx X. Xxx
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Title:
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Chief Executive Officer
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AIM:
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AIM BANCSHARES, INC.
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By:
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/s/ Xxxxx X. Xxxx
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Name:
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Xxxxx X. Xxxx
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Title:
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Chairman of the Board and Chief Executive Officer
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AIMBANK:
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AIMBANK
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By:
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/s/ Xxxxx X. Xxxx
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Name:
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Xxxxx X. Xxxx
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Title:
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Chairman of the Board, President and Chief Executive Officer
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[Signature page to Amended and Restated Voting Agreement]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.
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SHAREHOLDERS:
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/s/ Xxxxx X. Xxxx
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Name:
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Xxxxx X. Xxxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxx@xxx.xxxx
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Shares Beneficially Owned: 1,850.96
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/s/ Xxxxxx Xxxxxxx
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Name:
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Xxxxxx Xxxxxxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxx@xxx.xxxx
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Shares Beneficially Owned: 855.49
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/s/ Xxxxxx Xxxx
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Name:
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Xxxxxx Xxxx
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Address:
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0000 Xxxxx Xx.
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Xxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxxx@xxxxx.xxx
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Shares Beneficially Owned: 417
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxx@xxxxx.xxx
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Shares Beneficially Owned: 792.50
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/s/ Xxx Xxx
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Name:
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Xxx Xxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxx@xxx.xxxx
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Shares Beneficially Owned: 120
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[Signature page to Amended and Restated Voting Agreement]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.
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SHAREHOLDERS:
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/s/ Xxxxxxxx Xxxx
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Name:
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Xxxxxxxx Xxxx
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Address:
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0000 Xxxxx Xx. Xxx. 000
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Xxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxx@xxx.xxxx
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Shares Beneficially Owned: 318.60
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/s/ Xxxxx Xxxxxxxx
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Name:
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Xxxxx Xxxxxxxx
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Address:
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0000 Xxxx Xxxxxxxx Xxxx.
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Xxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxx@xxx.xxxx
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Shares Beneficially Owned: 1,078.80
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxxx@xxx.xxxx
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Shares Beneficially Owned: 462.59
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/s/ Xxxx Xxxx
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Name:
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Xxxx Xxxx
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Address:
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c/o AIM Bancshares, Inc.
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000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxx@xxx.xxxx
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Shares Beneficially Owned: 175.85
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx Xxxxxx
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Address:
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X.X. Xxx 00
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Xxxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxxxxxx@xxxxx.xxx
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Shares Beneficially Owned: 246
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[Signature page to Amended and Restated Voting Agreement]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.
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SHAREHOLDERS:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx Xxxxxx
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Address:
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00000 Xxxx Xxx
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Xxxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxx.xxxxxx@xxxxx.xxx
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Shares Beneficially Owned: 59
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/s/ Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx X. Xxxxxx
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Address:
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0000 Xxxxxxxxx Xxxxxx
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Xxxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxxxxxxx@xxxxxx.xxx
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Shares Beneficially Owned: 41
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/s/ Xxxx Xxxxxxx
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Name:
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Xxxx Xxxxxxx
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Address:
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X.X. Xxx 000
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Xxxxx, Xxxxx 00000
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Telephone:
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(000) 000-0000
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E-Mail:
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xxxxxxxx@xxxxxxxx.xxx
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Shares Beneficially Owned: 97
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Address:
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0000 00xx Xxxxxx
|
|
|
Xxxxxxx, Xxxxx 00000
|
||
|
Telephone:
|
(000) 000-0000
|
|
|
E-Mail:
|
xxxx@xxxxxxxxx.xxx
|
|
|
Shares Beneficially Owned: 38
|
||
|
/s/ Xxxxx Xxxx
|
||
|
Name:
|
Xxxxx Xxxx
|
|
|
Address:
|
X.X. Xxx 000
|
|
|
Xxxxxxxxxxx, Xxxxx 00000
|
||
|
Telephone:
|
(000) 000-0000
|
|
|
E-Mail:
|
xx0000@xxxxx.xxx
|
|
|
Shares Beneficially Owned: 144
|
||
[Signature page to Amended and Restated Voting Agreement]
